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Category Archives: Regulation A+

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Under a Clear Blue Sky?

Posted in Regulation A+

On April 8, Commissioner Aguilar and Commissioner Stein spoke at the North American Securities Administrators Association conference. Commissioner Aguilar noted in his remarks that “Regulation A-plus remains a work in progress, and no one can say what the ultimate outcome will be.”  The Commissioner went on to note that a workable exemption would “attract issuers… Continue Reading

Developing a small company mini-IPO market

Posted in IPO On-Ramp, JOBS Act News, Regulation A+

Despite a recent upsurge in U.S. IPO activity, including the high-profile Facebook and Twitter public offerings, IPO activity has been on the decline over the past decade. In fact, between 2001 and 2011 fewer than 100 companies went public each year, compared to an average of 311 annual IPOs between 1980 and 2000. To read… Continue Reading

JOBS Act: From A+ to D

Posted in JOBS Act News, Regulation A+, SEC News

Today is the end of the comment period on the SEC’s proposing release concerning Regulation A+.  A number of comment letters already have been filed and are available here: http://www.sec.gov/comments/s7-11-13/s71113.shtml.  Additional comment letters are likely to be received in the next few days.  The letters overwhelmingly support the SEC’s approach. In a recent speech, SEC… Continue Reading

NASAA Comments on SEC’s Regulation A+ Proposal

Posted in Regulation A+, SEC News

Not unexpectedly, on February 19, 2014, the North American Securities Administrators Association sent a letter to the SEC objecting to the preemption of state authority over small corporate offerings by the SEC in its Regulation A+ Proposal and requesting a meeting with Chair White and the Corporate Finance leadership. The Proposal preempts state securities law… Continue Reading

Implementing Regulation A+

Posted in Events, Regulation A+, SEC News

On December 18, 2013, the SEC proposed rules to implement the mandate of Title IV of the JOBS Act by creating a framework for Section 3(b)(2) offerings. The JOBS Act permits non-reporting companies to conduct “mini” public offerings, or Regulation A+ exempt offerings to raise up to $50 million in proceeds. A Regulation A+ offering… Continue Reading

The plus side of Reg A

Posted in IPO On-Ramp, JOBS Act News, Regulation A+

To date, the Jumpstart Our Business Startups Act (the JOBS Act) is best known for legalizing securities crowdfunding (better called ‘crowd investing’), lifting the ban on the mass marketing of private offerings, and fostering an IPO on-ramp for so-called emerging growth companies, like Twitter.  But there’s more to the JOBS Act than these better publicized… Continue Reading

Proposed Rules for Reg A+

Posted in Regulation A+

The proposed rules were published in today’s Federal Register. Review the proposed rules here: http://www.mofo.com/files/Uploads/Images/140123-FR-SEC-vol79-no15.pdf.

A Year End Look at the JOBS Act

Posted in Crowdfunding, IPO On-Ramp, JOBS Act News, Regulation A+, Rule 506 Rulemaking

2013 has proven to be a strong year for IPOs.  According to a recent PWC study, total IPO volume for 2013, as of December 17, reached 237 public company debuts, which is an increase over 2012.  The overwhelming majority of these IPOs were completed by issuers that qualified as emerging growth companies.  (The full details… Continue Reading

Teleconference: Regulation A+ Offerings

Posted in Events, Regulation A+

On December 18, 2013, the SEC proposed rules to implement the mandate of Title IV of the JOBS Act by creating a framework for Section 3(b)(2) offerings. The JOBS Act permits non-reporting companies to conduct “mini” public offerings, or Regulation A+ exempt offerings to raise up to $50 million in proceeds. A Regulation A+ offering… Continue Reading

An Overview of the Reg A+ Proposed Rules

Posted in Regulation A+

In this alert, titled “A+ Indeed” http://www.mofo.com/files/Uploads/Images/131219-Reg-A.pdf, we provide an overview of the SEC’s proposed amendments to Reg A.  As we note in the alert, the SEC’s proposed rules move the United States one step closer to realizing the potential of the JOBS Act.  We expect that over time, amended Regulation A has the potential… Continue Reading

Reg A+ Proposed Rules

Posted in Regulation A+, SEC News

The SEC released the text of the proposed rule amendments to implement Title IV of the JOBS Act by modernizing Regulation A.  Please see here: http://www.sec.gov/rules/proposed/2013/33-9497.pdf If you missed today’s open meeting, you may be interested in the remarks of the SEC Chair, available here: http://www.sec.gov/News/Speech/Detail/Speech/1370540516714.

Reg A+ Exemption

Posted in Regulation A+, SEC News

Today, the SEC released proposed rules to carry out the rulemaking mandate of Title IV of the JOBS Act.  The proposed rules preserve and modernize the current framework of current Regulation A.  The proposed rules would establish two tiers.  The first tier would preserve the current offering threshold in Regulation A, which permits an issuer… Continue Reading

NASAA on Reg A+

Posted in Regulation A+

At the end of last week, the North American Securities Administrators Association (NASAA) submitted another comment letter on Reg A+, which now (given the SEC open meeting notice) seems particularly well timed.  The NASAA letter highlights the proposed coordinated review process for Reg A+ offerings (see our prior posts on this).  NASAA notes that the… Continue Reading

Reg A+ on its Way?

Posted in JOBS Act News, Regulation A+, SEC News

The SEC posted a notice that it will hold an open meeting on Wednesday, December 18, 2013 at 10:00 a.m to consider whether to propose rules and forms related to the offer and sale of securities pursuant to Section 3(b) of the Securities Act of 1933, as mandated by Title IV of the Jumpstart Our… Continue Reading

Understanding the Securities Laws 2013

Posted in Events, Regulation A+, Rule 506 Rulemaking

On Thursday, December 12, 2013, Morrison & Foerster partner Anna Pinedo will participate in the PLI seminar “Understanding the Securities Laws 2013”. Ms. Pinedo will give a presentation entitled “Securities Act Exemptions/Private Placements” which will discuss: exempt securities versus exempt transactions; regulation D offerings and recent changes, including the removal of the ban on general… Continue Reading

Industry Task Force Makes Capital Formation Recommendations

Posted in Regulation A+, SEC News

An industry task force, the Equity Formation Task Force, which might well be seen as a successor to the IPO Task Force, recently presented a report to the U.S. Treasury Department recommending a few additional measures to facilitate capital formation.  Here is a link to the group’s press release: www.equitycapitalformationtaskforce.com/files/ECF%20Report%20Press%20Release%20vF.pdf. The report repeats a number… Continue Reading

NASAA Request for Comment on Reg A+ Coordinated Review

Posted in JOBS Act News, Regulation A+

Today, the board of directors of the North American Securities Administrators Association, Inc. (NASAA)  released materials for public comment relating to a new coordinated review by state securities regulators of Regulation A+ (Section 3(b)(2)) offerings. As we have written in prior posts, Title IV of the JOBS Act provides an exemption under Section 3(b)(2) for… Continue Reading

Reg A+ Would Help High-Growth Companies Boost the Economy

Posted in Regulation A+

Recently, I filed Advance Comments with the Securities and Exchange Commission to share a tech company’s perspective on how Reg A+ could be drafted to help growth companies like Fallbrook Technologies.  As Chairman and CEO of Fallbrook Technologies, I spend a substantial portion of my time evaluating options for capital, so I am well aware… Continue Reading

House Passes Bill Imposing a Reg A+ Deadline

Posted in Regulation A+

Today, the House of Representatives by a vote of 416-6 approved H.R. 701, a bipartisan bill that directs the SEC to finalize rules by Oct. 31 to implement Title IV of the JOBS Act.  Rep. Patrick McHenry (R-NC), who serves as Chairman of the Subcommittee on Oversight and Investigations, sponsored the legislation along with Reps…. Continue Reading

Final Report of SEC Forum on Small Capital Formation

Posted in Crowdfunding, Regulation A+, Rule 506 Rulemaking, SEC News

The SEC recently posted on its website the Final Report from the 2012 SEC Government-Business Forum on Small Capital Formation, which was held in the fall of 2012.  The report may be accessed at http://www.sec.gov/info/smallbus/sbforum.shtml.  The report includes 35 recommendations from the Forum, with quite a number of these focused on crowdfunding.  Setting aside those… Continue Reading

JOBS Act at Year 1

Posted in Crowdfunding, Decimalization, Emerging Growth Company Status, Exchange Act Registration Thresholds, IPO On-Ramp, Private Placements, Regulation A+, Research, Rule 506 Rulemaking

Any milestone, such as an anniversary, provides an opportunity for reflection and evaluation.  At the one-year anniversary of the JOBS Act, preliminary experience gives reason for some optimism.  The centerpiece of the JOBS Act, the “IPO on-ramp” provisions contained in Title I, have proven quite useful.  The SEC Staff’s guidance in the form of Frequently… Continue Reading

Section 3(b)(2) Exemption and Capital-Raising by Banks

Posted in Regulation A+

Many banks have taken advantage of the provisions of the JOBS Act regarding the holder-of-record threshold to deregister and terminate their registration.  Banks may want to consider their capital-raising alternatives going forward.  A community or small bank that is no longer subject to Exchange Act filing requirements may consider a Rule 506 offering.  A Rule… Continue Reading